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StockonDeals Terms & Conditions


1. Definitions

1.1 In these Terms and Conditions, unless the context requires otherwise:

”Buyer”
means for each specific lot a Member purchasing goods from a Seller via the Services

”Last Day of Delivery”
means the latest day for Seller to deliver and for Buyer to take delivery of the goods as specified in the listing for the specific goods 

”Last Day of Payment”
means the latest day for Buyer’s payment of the purchase price as specified in the listing for the specific goods

”Member”
means any person or legal entity that has been duly registered with StockonDeals for use of the Services

”Seller”
means for each specific lot the Member offering the lot for sale

”StockonDeals”
means StockonDeals ApS

 

2. Scope of the Agreement

2.1 These terms and conditions (the “Terms and Conditions”) together with the documents and policies referred to in it sets out the terms and conditions on which you and any legal entity that you represent (the “Customer”) may make use of the StockonDeals website www.stockondeals.com and other StockonDeals services (together the “Services”).

2.2 Please read these Terms and Conditions carefully before starting to use the Services, as these apply to any use of the Services and any business with StockonDeals. 

2.3 By using the Services and/or by registering as a Member with StockonDeals, the Customer confirms and accepts the provisions of these Terms and Conditions and agree to be bound by and comply with these Terms and Conditions. 

2.4 If you do not agree to these Terms and Conditions, you must not use the Services, including the StockonDeals website.

 

3. StockonDeals services 

3.1 StockonDeals is a business to business (B2B) marketplace allowing it’s Members to offer, sell and buy lots of goods. 

3.2 StockonDeals is offering an online marketplace where products are listed for sale by Members and sold to other Members.

3.3. All contracts, agreements, purchases, and acquisitions are made and entered into directly between Seller and Buyer, and StockonDeals is not and shall not deemed to be a contracting party to either Seller or Buyer (with respect to the sale and purchase of goods) and nothing in these Terms and Conditions shall be construed or interpreted otherwise. 

3.4 StockonDeals shall, on behalf of Seller but in its own name, invoice and collect payment from Buyer subject to the provisions of these Terms and Conditions. 

3.5 StockonDeals is a closed community and selling, purchasing and bidding is only accessible for its Members. 

3.6 StockonDeals is not an auctioneer.

3.7 StockonDeals is not, and shall not be deemed to be, a manufacturer, middleman, distributor, agent, commissioner or in any other way related to the goods listed for sale via the Service. 

3.8 StockonDeals does not, at any time, have possession of anything listed or sold on StockonDeals’ online marketplace, and StockonDeals is not involved in the actual transaction of goods between Buyers and Sellers, save for the invoicing service on behalf of the Seller pursuant to these Terms and Conditions. 

3.9 StockonDeals does not perform review of Members, Member listings or content submitted on the Services, including the listing of goods. StockonDeals has no control over and does not guarantee:

a. the existence, quality, safety or legality of lots offered for sale; 

b. the truth or accuracy of a Member’s content, listings or feedback; 

c. the ability of Sellers to sell goods offered for sale; 

d. the ability of Buyers to pay for goods; or 

e. that a Buyer or Seller will actually complete a transaction or return an item.

 

4. Member registration

4.1 Use of the Services, including selling, purchasing and bidding, is for Members only. Each Member must register with StockonDeals and provide the details required by StockonDeals at registration. StockonDeals may at any time change its registration policies. The Member shall continuously ensure that the registered Member information is correct and up to date and complies with the relevant policies. 

4.2 To comply with these Terms and Conditions a Member must:

a. register with StockonDeals;

b. have a valid business registration number;

c. have a valid VAT number; 

d. have a valid registration for excise duties, if applicable; 

e. be in good standing with StockonDeals; and

f. comply with and satisfy all other reasonable requirements required by StockonDeals in its sole discretion. 

4.3 When registering an entity as Member on StockonDeals, the person(s) procuring the registration (natural and legal persons) represent and warrant to have the authority to legally bind that entity.  

4.4 A Member may add users that are authorized to act on behalf of the Member. The Member is fully responsible and liable for such users and shall ensure that such users are aware of and comply with these Terms and Conditions.

 

5. Conduct of use

5.1 While using or accessing the Services provided by StockonDeals, Members may not:

a. breach or circumvent any applicable laws, third party rights, these Terms and Conditions or any other StockonDeals policies;

b. sell any counterfeit items or otherwise infringe the copyright, trademark or any other intellectual property rights of third parties;

c. manipulate the price of any lot or interfere with other Member’s listings;

d. post false, inaccurate, misleading, defamatory, or libelous content;

e. take any action that may undermine any feedback or ratings systems;

f. distribute or post spam, unsolicited or bulk electronic communications, etc.;

g. use any robot, spider, scraper or other automated means to access the StockonDeals Services for any purpose.;

h. copy, modify, or distribute rights or content from the Services or StockonDeals’ intellectual property rights, including but not limited to copyrights and trademarks;

i. copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content from the Services without the prior express written consent of StockonDeals and any appropriate third party, as applicable; or

j. harvest or otherwise collect information about Members without the consent of such Members and StockonDeals.

Non-compliance with any of the above is deemed and shall constitute a material breach of these Terms and Conditions.

5.2 Without limiting the generality of the Clause 5.1 or any other remedies, StockonDeals may in addition and in its sole discretion limit, suspend, or terminate the Services and Member accounts, restrict or prohibit access to, and any Member’s activities on, the StockonDeals Services, cancel bids and orders and remove listings, delay or remove hosted content, remove any special status associated with the account, reduce or eliminate any discounts, and take technical and legal steps to keep a Member (or any of its authorized persons or employees, as applicable) from using the Services if i.a.:

a. such restrictions will improve the security of the StockonDeals Services or reduce StockonDeals’ or another Member's exposure to legal or financial liabilities;

b. a Member is deemed to be infringing the rights of third parties, including intellectual property rights;

c. despite reasonable endeavors by StockonDeals, StockonDeals is unable to verify or authenticate any information provided by a Member; or

d. a Member fails to make full payment when due, including any fees due to StockonDeals for the Services provided.

5.3 If a dispute between Members arise, including issues between a Buyer and a Seller, StockonDeals may consider the specific Member performance history and the specific circumstances in applying these Terms and Conditions and any StockonDeals policies. StockonDeals may choose to be more lenient with policy enforcement, in order to assist with any settlement for its Members.

 

6. Conditions for selling

6.1 When listing goods for sale via the Services, Seller agree to comply with these Terms and Conditions and any additional policies.

6.2 Seller is responsible for the accuracy, content and legality of the goods listed, and agree to indemnify and hold StockonDeals harmless for any claim, liability of whatsoever nature related to the goods.

6.3 Seller shall specify any geographical limitations or other limitations applicable to the listing.

6.4 Seller accepts that all listings are binding offers and that Seller and Buyer enters into a legally binding agreement and assumes legally binding obligations towards each other.

6.5 Seller accepts that Buyer has performed its payment obligations when correct payment has been received by StockonDeals no later than on the Last Day of Payment. 

6.6 Seller explicitly agrees and accepts that StockonDeals shall forward an invoice to the Buyer for the purchase price which consists of Seller’s sales price added StockonDeals’ fees and other remuneration or disbursements, as applicable. 

6.7 Upon StockonDeals’ receipt of payment from Buyer, Seller shall be entitled to issue an invoice in the amount of the purchase price deducted StockonDeals’ fee and other remuneration and disbursements, provided that StockonDeals has not received notice of non-performance by the Buyer. 

6.8 Seller shall not be entitled to deduct or set-off in fees or any other remuneration owed by StockonDeals to Seller for whatsoever reason. 

6.9 When StockonDeals has received payment from Buyer, and confirms to have received payment to each of Buyer and Seller, Seller shall be under an obligation to deliver or release, as applicable, the sold goods to Buyer.

 

7. Conditions for buying

7.1 When buying goods, Buyer agree to comply with these Terms and Conditions and any additional policies.

7.2 Buyer is responsible for reading the full lot listing before making a bid and commitment to buy.

7.3 Buyer is solely responsible for the legality of any import and export of the goods and of Buyer’s exploitation of the goods.

7.4 All orders and bids are binding. If a Member has the winning bid or such Members bid is otherwise accepted, the Member becomes Buyer of the lot, and consequently, Seller and Buyer automatically enters into a legally binding agreement and assumes legally binding obligations towards each other.

7.5 Buyer accepts that full payment plus any fees or charges shall be paid to StockonDeals subject to receipt of an invoice to be forwarded by StockonDeals. Payment in accordance with provisions of such invoice shall be paid by Buyer to StockonDeals no later than Last Day of Payment, unless explicitly agreed otherwise. Payment of the purchase price to StockonDeals shall not constitute or be deemed to constitute a contractual relationship between Buyer and StockonDeals. 

7.6 Buyer accepts that Buyer shall take delivery of the lot no later than Last Day of Delivery, and that StockonDeals shall be entitled to forward the payment to Seller unless Buyer no later than Last Day of Delivery provides StockonDeals with notice that:

a. Seller has not performed delivery as agreed; or

b. Buyer has not accepted delivery due to Seller providing goods that does not comply with the description in the listing.

7.7 Buyer is under an obligation to inspect the goods when delivered, and immediately and without undue delay file a notice to StockonDeals in accordance with Clause 7.6 if the goods does not comply with the description in the listing or in any other is deemed to be defective.  

7.8 Buyer accepts that if Seller is able to provide documentation that Buyer has accepted delivery of the goods, then StockonDeals shall be entitled to release the payment irrespective of any claims from Buyer.

 

8. Sale and Purchase of goods via the Service 

8.1 Unless otherwise explicitly set out in StockonDeals policies or individual conditions for the specific listing of goods the following rights and obligations shall apply to the sale and purchase of goods between the Buyer and Seller.

8.2 All Members that comply with conditions for the specific listed goods, including any limitations regarding location, may place bids and orders, as the case may be, on the listed goods. The Member with the highest bid (where applicable) at the end of the bidding period wins the bid and the specific Member shall be deemed Buyer of the goods and the winning bid shall be deemed the purchase price.

8.3 In case of technical problems, or if active bidding occurs in the last period of a sale, or if StockonDeals for any other reason deems that a higher price may be achieved, StockonDeals may in its sole discretion extend or postpone the sale of specific listing. StockonDeals may issue separate policies on the subject.

8.4 The Buyer shall transfer the purchase price to StockonDeals immediately upon receipt of an invoice and no later than the Last Day of Payment, unless explicitly agreed otherwise.

8.5 The goods are delivered EXW (Ex Works Incoterms 2010) at the address specified by Seller in the listing.

8.6 Upon receipt of payment, StockonDeals shall confirm to each of the Buyer and Seller that full payment is received, whereby the goods shall be released by Seller to Buyer. When the sold goods is delivered to Buyer, Seller shall immediately issue its invoice to StockonDeals wherein after StockonDeals shall pay the outstanding amount no later than 14 days after the invoice date, and provided that StockonDeals has not received a notice of non-compliance from Buyer.

8.7 Each of Seller and Buyer explicitly agree and acknowledge that StockonDeals provide an online market place (via the Services) and it would incur irreparable damage to StockonDeals’ business if Seller and Buyer engage in any sort of trade relationship following the conclusion of a sale and purchase by using the Services or in any other way come into contract with via StockonDeals. Consequently, the Seller(s) and Buyer(s) are not entitled to engage in any sort of business with each other, including any type of trading, selling or purchasing (whether directly or indirectly through any middlemen, agents, distributors or in any other way), save for any trade via use of the Services. This clause 8.7 shall apply between Seller and Buyer during the membership and for 6 months after any termination. Any violation of this section will give rise to a compensation claim of € 10.000 per violation, along with termination of the cooperative agreement with immediate effect.

8.8 If a Member breaches the above clause 8.7, such breaching Member shall pay to StockonDeals a penalty in the amount of EUR 10,000.  Payment of the penalty does not prevent StockonDeals to initiate or commence any other legal procedures or take out any other legal actions against the breaching Member. 

 

9. Handling of the purchase price

9.1 Buyer and Seller authorize and instruct StockonDeals to handle the purchase price on behalf of and in the interest of each of Buyer and Seller, whereby (i) StockonDeals shall invoice Buyer for the purchase price; and (ii) Seller shall invoice StockonDeals subject and pursuant to these Terms and Conditions. StockonDeals does not provide and shall in no way be deemed to provide a financial service in relation to handling of the purchase price.

9.2 In no event shall StockonDeals incur any liability for its handling of the purchase price or for any decisions, acts or omissions in relation to the handling of the purchase price..

 

10. Refund policy

10.1 If the purchased goods are defective the Buyer may file such claim by way of filing to StockonDeals. 

10.2 If a claim is filed with StockonDeals, StockonDeals shall reach out to the Seller in order to determine if the sold goods are defective, and to the extent possible, mitigate the matter between Buyer and Seller. 

10.3 Provided that Seller accepts that the sold goods are defective and Buyer as a consequence thereof is entitled to have the purchase price refunded either in full or in part, StockonDeals shall refund the purchase price (including StockonDeals’ fees), either in full or in part, to Buyer.

10.4 If StockonDeals refund any amount to Buyer as a result of a defect  to the goods pursuant to this clause 10, Seller is under an obligation to pay to StockonDeals, without any right of set-off or deduction, the full amount refunded by StockonDeals to Buyer (including StockonDeals’ fees).

10.5 If Seller does not accept that the sold goods is defective, Buyer shall only be entitled to initiate legal proceedings or take any other legal actions towards Seller, and StockonDeals shall consequently not be under any obligation to refund any amount to Buyer. Each of Buyer and Seller explicitly waives to initiate any legal proceedings or take any legal actions against StockonDeals in connection with a dispute with respect to sold, defective goods. 

 

11. Pricing

11.1 Each of Buyer and Seller accepts and acknowledges that StockonDeals is entitled to a fee for the use of the Service. The size of the fee is calculated on basis of the goods listed for sale, the agreed services and is agreed on directly between Seller and StockonDeals. The fee terms, including the calculation method and the size of the fees, may be amended from time to time in StockonDeals sole discretion and is not subject to renewed acceptance of these Terms and Conditions by Buyer and/or Seller.

11.2 The purchase prices listed online via the Services consist of (i) a purchase price to Seller and (ii) a fee to StockonDeals for providing the Services.  

11.3 StockonDeals may in addition to clause 11.1 include fees for non-compliance by Members, e.g. late payment.

 

12. Authorization to use IP rights

12.1 Upon registration as Member, cf. clause 4 of these Terms and Conditions, a Member accept and acknowledge and agree to automatically grant StockonDeals a non-exclusive, worldwide, perpetual (or for the duration of any copyright or any other intellectual property rights ), irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use the Member’s intellectual property rights, including any trademarks, brands, logos, copyrights and any other registered or non-registered intellectual property rights, and authorize StockonDeals to use such intellectual property rights for marketing purposes through all currently known and in any future medias. Further, to the fullest extent permitted under applicable law, such Member waives any rights, including moral rights, upon granting StockonDeals the authorization provided for in this clause 12.1 and agree, accept and acknowledge not to assert such rights against StockonDeals or any of StockonDeals’ affiliates, sublicensees or assignees. 

 

13. Value Added Tax (VAT) and excise duties in relation to the Goods

13.1 StockonDeals is not the legal owner of the goods and cannot be recognized as seller of the goods. All invoices issued by StockonDeals are issued in accordance with applicable VAT legislation in Denmark. .

13.2 Each of Buyer and Seller, respectively, are solely responsible to comply with applicable VAT rules in their relevant jurisdictions and the treatment of VAT in connection with sale/purchase of the goods is of no concern for StockonDeals. 

13.3 All prices in connection with the sale of the goods, including in the listings, is presented without VAT. However, the final purchase price may be added with VAT (different rates) as a consequence of applicable VAT rules. It is emphasized that the VAT documentation requirements in connection with the sale is the sole a responsibility for the Seller and the Buyer, respectively, and not StockonDeals.

13.4 StockonDeals does not charge any excise duties on its invoices to Buyer, which Buyer is solely responsible to pay. 

13.5 Seller is under an obligation to inform if any of the goods listed for sale via the Services require  a registration by Buyer for excise duties. 

13.6 When purchasing goods via the Services that require registration for excise duties, Buyer is solely responsible for such registration and payment thereof. 

13.7 Each of Buyer and Seller waives, renounces and withdraws from filing any claims against StockonDeals for any loss or additional costs relating to excise duties. 

 

14. Hold harmless 

14.1 In case of a dispute between a Member and one or more other Members or third parties, all Members accept to release and hold harmless StockonDeals (and any of its affiliates and subsidiaries, and it’s and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

15. Material breach by a Member

15.1 StockonDeals may use all remedies available under applicable Danish law and these Terms and Conditions, if a Member materially breaches these Terms and Conditions or any other agreement (oral or written) between such Member and StockonDeals. 

15.2 Without limiting the generality of clause 15.1, it is furthermore deemed a material breach if a Member is declared bankrupt, is taken under reconstruction or if any other insolvency procedures are initiated against a Member. 

15.2 Each Member shall be liable towards and hold harmless, as applicable, StockonDeals in full (and any of its officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, incurred in relation to or arising out of any breach by the Member of these Terms and Conditions, the Member’s improper use of StockonDeals sites, services, applications and tools or the Member’s breach of any law or the rights of a third party.

 

16. Limitation of liability

16.1 StockonDeals shall use its best endeavors to keep the Services safe, secure, and functioning properly, however StockonDeals cannot provide any guarantee with respect to the continuous operation of or access to the Services. Bid update and other notification functionality in the Services provided by StockonDeals may not occur in real time. Such functionality is subject to delays beyond the control of StockonDeals.

16.2 StockonDeals does not provide any guarantees with respect to the performance of other Members or their compliance with these Terms and Conditions or any other terms or policies

16.3 StockonDeals (including StockonDeals’ parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to any Member in contract, tort (including negligence) or otherwise for any direct or indirect losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

a. use of or inability to use the StockonDeals Services;

b. delays or disruptions in the StockonDeals Services;

c. viruses or other malicious software obtained by accessing, or linking to, the StockonDeals Services;

d. bugs, errors, or inaccuracies of any kind in the StockonDeals Services;

e. a suspension of a Member or other action taken;

f. the duration or manner in which your listings appear in search results.

16.4 StockonDeals is not responsible and provides no guarantees with respect to  the accuracy or truthfulness of Members’ purported identities or the validity of the information which they provide to StockonDeals or post on the Services.

16.5 StockonDeals’ liability to a Member or to any third party is in any event limited to the higher of (i) the aggregate fees which the Member has paid to StockonDeals in the last 12 calendar months prior to the action giving rise to a claim, or (ii) EUR 10.000.

16.6 Nothing in these Terms and Conditions shall limit or exclude StockonDeals’ liability for fraudulent misrepresentation, for death or personal injury resulting from StockonDeals’ negligence or the negligence of StockonDeals’ agents or employees or for any other liability that cannot be limited or excluded by law.

 

17. Product Liability

17.1 As StockonDeals is not a contracting party with respect to the sale and purchase of goods but merely providing the Services to Buyer and Seller, StockonDeals shall not be responsible towards Members or third parties for any damages to any property or personal injuries caused by defective goods (“Product Liability”).

17.2 If a Product Liability claim is filed against StockonDeals by a third party, Seller shall indemnify and hold StockonDeals harmless for such claim without any right of set-off or deduction. 

 

18. Miscellaneous 

18.1 If any provision of these Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision shall be deemed disregarded and shall not affect the validity and enforceability of the remaining provisions.

18.2 StockonDeals may assign its rights and obligations under these Terms and Conditions. No Member may assign any rights or obligations under these Terms and Conditions without the prior written consent of StockonDeals. 

18.3 StockonDeals may amend these Terms and Conditions in its sole discretion at any time by sending an email notification to its Members or by posting the amended version the StockonDeals site or Services. Any policies posted on the StockonDeals sites and Services may be changed from time to time. Changes to these Terms and Conditions or StockonDeals policies take effect when StockonDeals post them on the StockonDeals website or as otherwise set out in the specific new versions of Terms and Conditions or policies.

18.4 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by Terms and Conditions. 

18.5 The following sections survive any termination of these Terms and Conditions: Clause 11 (Fees) (with respect to fees owed for our services), Clause 12 (Authorization to use IP Rights), Clause 17 (Product liability), Clause 16 (Limitation of Liability), Clause 15 (Material breach by a Member), Clause 14 (Hold harmless) and the release contained in this Miscellaneous section. 

18.6 Legal notices shall be served by email and registered mail to StockonDeals [email protected]. We shall send notices to you by email to the email address you provide to StockonDeals during the registration process. 

18.7 These Terms and Conditions are subject to Danish law and the exclusive jurisdiction of Danish Courts

 

Updated 18.11.2016